iHeartMedia 2007 Annual Report Download - page 126

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and the accelerated vesting of equity; (v) the value of “gross-up” payments, i.e., payments to off-set taxes; and (vi) the value of
additional service credit or other special additional benefits under the Corporation’s retirement system. The method of computing
and analyzing the present value of Severance Benefits for purposes of complying with this Section 4(b) shall be subject to the
interpretation of the Board or the Executive Committee, as appropriate, in their reasonable good faith discretion.
(c) If the Board or the Executive Committee, as appropriate, determines that it is not practicable to obtain shareholder approval
before entering into a Severance Agreement, the Board or the Executive Committee, as appropriate, shall seek approval of the
shareholders after the material terms of the Severance Agreement have been agreed upon.
(d) Notwithstanding anything in Article VII to the contrary, Article VII, Sections 4(b) and (c) shall not apply to any Severance
Agreements existing prior to December 22, 2005, or any future amendments, extensions or modifications thereof if such future
amendments, extensions or modifications reduce the present value of Severance Benefits provided under such pre-existing
Severance Agreement.
Section 5. Term of Office; Removal; Filling of Vacancies. Unless otherwise specified by the Board at the time of election or
in an employment contract approved by the Board, each elected officer’s term shall end at the first meeting of directors after the
next annual meeting of shareholders. Each elected officer of the Corporation shall hold office until his successor is chosen and
qualified in his stead or until his earlier death, resignation or removal from office. Each appointive officer or agent shall hold office
at the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or a
g
ent elected or appointed
by the Board of Directors may be removed at any time by the Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so
removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
Section 6. Chairman of the Board. The Chairman of the Board shall preside when present at all meetin
g
s of the shareholders
and the Board of Directors and shall exercise such powers and perform such duties as shall be assigned to or required of him
from time to time by the Board of Directors or the Executive Committee.
Section 7. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall
have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority
of the Board of Directors, and shall be responsible for the execution of the policies of the Board of Directors. In the absence (or
inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer shall preside when present at all meetings of
the shareholders and the Board of Directors.
Section 8. President. The President shall be the chief operating officer of the Corporation and, subject to the authority of the
Chief Executive Officer and the Board of
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