iHeartMedia 2004 Annual Report Download - page 135

(b) Disability. If, as a result of Executive’s incapacity due
to physical or mental illness, Executive shall have been substantially unable to
perform his duties hereunder for an entire period of six (6) consecutive months,
and within thirty (30) days after written Notice of Termination is given after
such six (6) month period, Executive shall not have returned to the substantial
performance of his duties on a full-time basis, the Company shall have the right
to terminate Executive’s employment hereunder for "Disability", and such
termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.
(c) Cause. The Company shall have the right to terminate
Executive’s employment for Cause, and such termination in and of itself shall
not be, nor shall it be deemed to be, a breach of this Agreement. For purposes
of this Agreement, the Company shall have "Cause" to terminate Executive’s
employment upon Executive’s:
(i) final conviction of a felony involving moral
turpitude; or
(ii) willful misconduct that is materially and
demonstrably injurious economically to the Company.
For purposes of this Section 6(c), no act, or failure to act, by Executive shall
be considered "willful" unless committed in bad faith and without a reasonable
belief that the act or omission was in the best interests of the Company or any
entity in control of, controlled by or under common control with the Company
("Affiliates") thereof. Cause shall not exist under paragraph (ii) unless and
until the Company has delivered to Executive a copy of a resolution duly adopted
by three-quarters of the members of the Board who are determined to be
"independent" (as determined applying the Company’s criteria for Board member
independence disclosed in the most recent proxy statement or, if no such
criteria are in force, as determined applying the listing standards of the New
York Stock Exchange) at a meeting of the Board called and held for such purpose
(after reasonable (but in no event less than thirty (30) days) notice to
Executive and an opportunity for Executive, together with his counsel, to be
heard before the Board), finding that in the good faith opinion of the Board,
Executive was guilty of the conduct set forth in paragraph (ii) and specifying
the particulars thereof in detail. This Section 6(c) shall not prevent Executive
from challenging in any arbitration or court of competent jurisdiction the
Board’s determination that Cause exists or that Executive has failed to cure any
act (or failure to act) that purportedly formed the basis for the Board’s
determination.
(d) Good Reason. Executive may terminate his employment for
"Good Reason" anytime after Executive has actual knowledge of the occurrence,
without the written consent of Executive, of one of the following events:
(i) (A) any change in the duties or responsibilities
(including reporting responsibilities) of Executive that is inconsistent
in any adverse respect with Executive’s position(s), duties,
responsibilities or status with the Company immediately prior to such
change (including any diminution of such duties or responsibilities) or
(B) an adverse change in Executive’s titles or offices (including,
membership on the Board) with the Company;
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