iHeartMedia 2010 Annual Report Download - page 156

“Disability” (a) has the meaning given to such term in the Optionee’s employment agreement then in effect, if any, between the
Optionee and the Company or any of its subsidiaries, or (b) if there is no such term in such employment agreement or there is no such
employment agreement then in effect, means the disability of an Optionee during his or her Employment through any illness, injury,
accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, he or she is
unable to perform substantially all of his or her duties and responsibilities, notwithstanding the provision of any reasonable
accommodation, for 6 consecutive months during any period of 12 consecutive months.
“Equity Shares” means Shares as such term is used in the Stockholders Agreement.
“Investors” means Capital IV and Capital V and their “Permitted Transferees,” as defined in the Stockholders Agreement.
“Investor Shares” means Equity Shares of any type held by the Investors and shall include any stock, securities or other property
or interests received by the Investors in respect of Equity Shares in connection with any stock dividend or other similar distribution,
stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination,
repurchase, merger, exchange of stock or other transaction or event that affects the Company’s capital stock occurring after the date
of issuance.
“Members of the Immediate Family” means, with respect to an individual, each spouse or child or other descendant of such
individual, each trust created solely for the benefit of one or more of the aforementioned persons and their spouses and each custodian
or guardian of any property of one or more of the aforementioned persons in his or her capacity as such custodian or guardian.
“Permitted Transferee” means (a) the Optionee’s estate, executors, administrators, personal representatives, heirs, legatees or
distributees, in each case acquiring the Received Shares in question pursuant to the will or other instrument taking effect at death of
such Optionee or by applicable laws of descent and distribution, or (b) a trust, private foundation or entity formed for estate planning
purposes for the benefit of the Optionee and/or any of the Members of the Immediate Family of such Optionee. In addition, the
Optionee shall be a Permitted Transferee of the Optionee’s Permitted Transferees.
“Public Offering” means a public offering and sale of shares of common stock of the Company, for cash pursuant to an effective
registration statement under the Securities Act of 1933, as amended.
“Qualified Public Offering” means the first underwritten Public Offering after the Grant Date pursuant to an effective
registration statement (other than on Form S-4, S-8 or a comparable form) in connection with which the Company or any of the
Sponsors or their respective Affiliates or Affiliated Funds receives sale proceeds therefrom.
8