iHeartMedia 2004 Annual Report Download - page 120

Executive prior to the date of this Agreement); provided, that, for
purposes of this Section 8(a)(i), Executive’s Bonus shall be deemed to be
no less than $3,000,000; and
(ii) the Company shall maintain in full force and
effect, for the continued benefit of Executive, his spouse and his
dependents for a period of seven (7) years following the Date of
Termination the medical, hospitalization, dental, and life insurance
programs in which Executive, his spouse and his dependents were
participating immediately prior to the Date of Termination at the level in
effect and upon substantially the same terms and conditions (including
without limitation contributions required by Executive for such benefits)
as existed immediately prior to the Date of Termination; provided, that,
if Executive, his spouse or his dependents cannot continue to participate
in the Company programs providing such benefits, the Company shall arrange
to provide Executive, his spouse and his dependents with the economic
equivalent of such benefits which they otherwise would have been entitled
to receive under such plans and programs ("Continued Benefits"), provided,
that, such Continued Benefits shall terminate on the date or dates
Executive receives equivalent coverage and benefits, without waiting
period or pre-existing condition limitations, under the plans and programs
of a subsequent employer (such coverage and benefits to be determined on a
coverage-by-coverage or benefit-by-benefit, basis); and
(iii) the Company shall reimburse Executive pursuant to
Section 5 for reasonable expenses incurred, but not paid prior to such
termination of employment; and
(iv) Executive shall be entitled to any other rights,
compensation and/or benefits as may be due to Executive in accordance with
the terms and provisions of any agreements, plans or programs of the
Company; and
(v) As of the Date of Termination, Executive shall be
granted, in Executive’s sole discretion, either:
(A) a stock option to acquire 1,000,000 shares of
the Company’s common stock ("Termination Option") under the following
conditions, (1) except as provided below, the Termination Option shall be
granted under and subject to the Company’s stock option plan, if available
and to the extent that the Executive would be eligible for a grant
thereunder; (2) the exercise price per share of the Termination Option
shall be equal to the last reported sale price of the Company’s common
stock on the New York Stock Exchange (or such other principal trading
market for the Company’s common stock) at the close of the trading day
immediately preceding the Date of Termination; (3) the Termination Option
shall be 100% vested and exercisable on the date of grant; (4) the
Termination Option shall be exercisable for the ten (10) year period
following the Date of Termination whether or not Executive is still
providing services to the Company; and (5) each Termination Option shall
be evidenced by, and subject to, a stock option agreement whose terms and
conditions are consistent with the terms hereof; or
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