iHeartMedia 2010 Annual Report Download - page 160

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 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
(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).
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