iHeartMedia 2010 Annual Report Download - page 181

7. Grant of Proxy. To the extent permitted by law, the Optionee hereby grants to Capital IV an irrevocable proxy coupled with
an interest, with full power of substitution, to vote such Optionee’s Received Shares as Capital IV sees fit on all matters related to
(i) the election of members of the Board, (ii) any transaction subject to Section 6(b) herein or (iii) any amendment to the Company’s
certificate of incorporation to increase the number of shares of common stock authorized thereunder. Such proxy shall be valid and
remain in effect until the earlier of (1) the occurrence of a Change of Control and (2) with respect to any particular matter, the latest
date permitted by applicable law.
8. Status Change. Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the
extent provided in the Plan and this Agreement.
9. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the
Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to
discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any
time.
10. Non-Competition, Non-Solicitation, Non-Disclosure. The Board shall have the right to cancel, modify, rescind, suspend,
withhold or otherwise limit or restrict this Option, including, without limitation, canceling or rescinding this Option if the Board
determines that the Optionee is not in compliance with any non-competition or non-solicitation or non-disclosure agreement with the
Company and such non-compliance has not been authorized in advance in a specific written waiver from the Company. In addition, in
the event of any such violation of such agreement (without the advance written consent of the Company) that occurs during the period
following termination of employment covered by any such agreement, the Company may require that (i) the Optionee sell to the
Company Received Shares then held by the Optionee for a purchase price equal to the aggregate exercise price of the Options and
(ii) the Optionee remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Received Shares, and
(2) any consideration received upon the exchange of any Received Shares (or the extent that such consideration was not received in
the form of cash, the cash equivalent thereof valued at the time of the exchange). The Company shall have the right to offset, against
any Shares and any cash amounts due to the Optionee under or by reason of Optionee’s holding this Option, any amounts to which the
Company is entitled as a result of Optionee’s violation of the terms of any non-competition, non-solicitation or non-disclosure
agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the
Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an
escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no
liability for any attendant market risk caused by any such delay, withholding, or escrow. The Optionee acknowledges and agrees that
the calculation of damages from a breach of an agreement with the Company or of any duty to the Company would be difficult to
calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Optionee
further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows
Shares or proceeds or uses those Shares or proceeds as a setoff.
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