iHeartMedia 2010 Annual Report Download - page 152

(iii) Sale Rights on Termination Due to Death or Disability. Upon the Optionee’s termination of Employment due to
death or Disability, the Optionee and his or her Permitted Transferees will have the right, subject to Sections 6(a)(v) and 6
(a)(vi), to sell to the public pursuant to Rule 144 at any time during the one-year period following the effective date of such
termination all or any portion of the Received Shares, notwithstanding that such a Transfer might not otherwise then be
permitted by Section 6(a)(ii).
(iv) Release of Received Shares. If prior to the third anniversary of the closing of a Qualified Public Offering, any
Investor makes a Transfer of its Equity Shares to any Person (other than a Transfer to any other Investor or Sponsor or to
any of the respective Affiliates or Affiliated Funds of any such Investor or Sponsor), then the Optionee will be permitted to
Transfer, pursuant to Rule 144, that portion of the Optionee’s Received Shares that bears the same proportion to the total
number of Shares with respect to which this Option is then vested and exercisable and Received Shares then owned by the
Optionee as the number of Equity Shares that were Transferred by such Investor bears to the total number of Equity Shares
that were owned by all Investors immediately prior to such Transfer.
(v) Legal Restrictions; Other Restrictions. The restrictions on Transfer contained in this Agreement, including those
specified in this Section 6, are in addition to any prohibitions and other restrictions on transfer arising under any applicable
laws, rules or regulations, and the Optionee may not Transfer Received Shares to any other Person unless the Optionee first
takes all reasonable and customary steps, to the reasonable satisfaction of the Company, to ensure that such Transfer would
not violate, or be reasonably expected to restrict or impair the respective business activities of the Company or any of its
subsidiaries under, any applicable laws, rules or regulations, including applicable securities, antitrust or U.S. federal
communications laws, rules and regulations. The restrictions on Transfer contained in this Agreement are in addition to any
other restrictions on Transfer to which the Optionee may be subject, including any restrictions on Transfer contained in the
Company’s certificate of incorporation (including restrictions therein relating to federal communications laws), or any
other agreement to which the Optionee is a party or is bound or any applicable lock-up rules and regulations of any
national securities exchange or national securities association.
(vi) Impermissible Transfers. Any Transfer of Received Shares not made in compliance with the terms of this
Section 6 shall be null and void ab initio, and the Company shall not in any way give effect to any such Transfer.
(vii) Period. Upon the occurrence of a Change of Control, all the Transfer restrictions of this Section 6 shall
terminate.
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