iHeartMedia 2010 Annual Report Download - page 151
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(b) 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 death or Disability, to the extent then vested and exercisable, will
remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or
Disability, as the case may be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.
4. Withholding. No Shares will be transferred pursuant to the exercise of this Option unless and until the person exercising this
Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or
shall have made other arrangements satisfactory to the Company with respect to such taxes. The Administrator may, in its sole
discretion, hold back Shares otherwise receivable upon exercise of the Option or permit an Optionee to tender previously owned
shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding
rate).
5. Nontransferability of Option. This Option is not transferable by the Optionee other than by will or the applicable laws of
descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee.
6. Restrictions on Shares.
(a) Transferability of Shares. Except as provided in this Section 6, no Transfer of Shares received upon exercise of the
Option (“Received Shares”) by the Optionee is permitted:
(i) Permitted Transferees. The Optionee may Transfer any and all Received Shares to a Permitted Transferee,
provided that such Permitted Transferee shall become a party to and subject to the terms and conditions of this Agreement.
Prior to the initial Transfer of any Received Shares to a given Permitted Transferee pursuant to this Section 6(a) and as a
condition thereto, the Permitted Transferee shall execute a written agreement in a form provided by the Company under
which such Permitted Transferee shall become subject to all provisions of this Agreement to the extent applicable to the
Received Shares, including without limitation Sections 6, 7, and 10.
(ii) Public Transfers. After the third anniversary of the closing of a Qualified Public Offering, the Optionee may
Transfer any or all Received Shares to the public pursuant to Rule 144 under the Securities Act of 1933, as amended
(“Rule 144”).
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