iHeartMedia 2010 Annual Report Download - page 150

(iii) Tranche 3: The Tranche 3 Options will become eligible to vest (subject to achieving a 2.5x Return to Investor)
with respect to 20% of the Tranche 3 Options on each of the first, second, third, fourth and fifth anniversaries of the Grant
Date. Tranche 3 Options that are eligible to vest shall only vest and become exercisable upon the achievement of a
2.5x Return to Investor. Subject to the other terms and provisions of this Agreement and the Plan, Tranche 3 Options not
eligible to vest on the date a 2.5x Return to Investor is achieved, shall thereafter vest and become exercisable when they
become eligible to vest.
(b) Change of Control. Notwithstanding any other provision of this Section 2, in the event of a Change of Control, 100% of
the then outstanding and unvested Tranche 2 and Tranche 3 Options shall become eligible to vest and shall vest and become
exercisable to the extent that the applicable Return to Investor is achieved upon the Change of Control.
(c) Termination of Employment.
(i) Notwithstanding any other provision of this Section 2 and subject to Section 2(c)(ii) below, automatically and
immediately upon the cessation of Employment, all outstanding and unvested Tranche 1, 2 and 3 Options shall terminate.
(ii) Notwithstanding Section 2(c)(i), in the event the Optionee’s Employment is terminated by the Company without
Cause during the twelve (12) months following a Change of Control, 100% of the then outstanding and unvested Tranche 1
Options will vest and become exercisable in accordance with Section 3(a) below.
Notwithstanding the foregoing (but subject to any contrary provision of this Agreement or any other written agreement between the
Company and the Optionee with respect to vesting and termination of Awards granted under the Plan), no Options shall vest or shall
become eligible to vest on any date specified above unless the Optionee is then, and since the Grant Date has continuously been, an
Employee.
3. Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be
in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is
transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in
accordance with the terms and conditions set forth in the Plan. In addition to the methods of payment otherwise permitted by the Plan,
the Administrator shall, at the election of the Optionee, hold back Shares from an Option having a Fair Market Value equal to the
exercise price in payment of the Option exercise price. The latest date on which this Option may be exercised (the “Final Exercise
Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and
provisions of the Plan and this Agreement. Notwithstanding the foregoing, and subject to the provisions of Section 2(b) above, the
following rules will apply if a Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation
of Employment, this Option will cease to be exercisable and will terminate, except that:
(a) any portion of this Option held by the Optionee or the Optionee’s Permitted Transferees, if any, immediately prior to
the termination of the Optionee’s Employment by reason of a termination by the Company without Cause, to the extent then
vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final
Exercise Date, and will thereupon terminate; and
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