iHeartMedia 2004 Annual Report Download - page 159

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
(B) the number of shares of the Company’s common stock
("Restricted Stock") equal to: (1) the number of shares of the Company’s
common stock purchasable upon exercise of the Termination Option, divided
by (2) the number (rounded to four decimal places) computed by dividing:
(x) 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, by (y) the value of each Termination
Option as determined by the Company in accordance with GAAP using the
Black-Scholes model. The Restricted Stock will be issued under the
following conditions (i) except as provided below, the Restricted Stock
shall be granted under and subject to one of the Company’s stock incentive
plans, if available and to the extent that the Executive would be eligible
for a grant thereunder; (ii) the Restricted Stock shall be 100% vested and
shall not be subject to any restrictions following the Date of
Termination; (iii) Executive will be entitled to the Restricted Stock
whether or not Executive is still providing services to the Company; and
(iv) each Restricted Stock grant shall be evidenced by, and subject to, a
restricted stock agreement with terms and conditions that are consistent
with the terms hereof.
(vi) To the extent necessary to carry out the intended terms
of paragraph 8(a)(v), the number of shares of the Company’s common stock
that may be acquired pursuant to the Termination Option or the number of
shares of Restricted Stock, as the case may be, shall be adjusted as is
necessary to take into account any change in the common stock of the
Company in a manner consistent with adjustments made to other option
holders or holders of restricted stock grants. To the extent a stock
option plan or a stock incentive plan is not available or the Executive is
not eligible to receive grants thereunder as specified in paragraph
8(v)(A)(1) or 8(v)(B)(i) of this Agreement, as applicable, the Company
will grant the Termination Option or issue common stock to the Executive
in accordance with this Agreement and on terms no less favorable than
those provided under such plans. The Company shall take all action
necessary such that all shares of the Company’s common stock issued as
Restricted Stock hereunder or issuable upon exercise of the Termination
Option (and all other shares of common stock held by Executive) are
registered on Form S-3 or Form S-8 (or any successor or other appropriate
form).
(vii) Notwithstanding the terms or conditions of any stock
option, stock appreciation right or similar agreements between the Company
and Executive to the contrary, and for purposes thereof, such agreements
shall be deemed to be amended in accordance with this Section 8(a)(vi) if
need be as of the Date of Termination and neither the Company, the Board
nor the Committee shall take or assert any position contrary to
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