This excerpt taken from the CCO 8-K filed Jan 5, 2010.
(h) Equity Compensation.
(i)
Stock Options. As additional consideration for entering into this Agreement, on December 31, 2010, provided Employee remains employed by the Company on such
date, Employee shall be granted non-qualified stock options to acquire 250,000 shares of common stock (“Stock”) of CC Media Holdings, Inc. (“CCMH”) at an exercise price per share equal to the Fair Market Value (as defined in
subsection (iii) below) of the Stock on December 31, 2010, subject to approval by the CEO and the Compensation Committee of CCMH (the “Options”). The Options will vest in four equal parts on December 31,
2010, December 31, 2011, December 31, 2012 and December 31, 2013, respectively, if Employee is employed on each such date. The Option shall otherwise be subject to the terms and conditions of the EIP.
(ii)
Restricted Stock Units. If the Option Spread (as defined in subsection (iii) below) as of December 31, 2013 is less than $5,000,000, and provided
Employee remains employed by the Company on such date, Employee shall be granted restricted stock units (“RSUs”) on December 31, 2013 with a Fair Market Value equal to $5,000,000 minus the Option Spread. Any RSUs granted to Employee
under the preceding sentence will become vested on December 31, 2014, provided Employee remains employed by the Company on such date. The RSUs shall be subject to the terms and conditions of the EIP.
(iii)
Defined Terms. For purposes of this Section 3(h), the following terms have the following meanings:
a.
“EIP” means the Clear Channel 2008 Executive Incentive Plan, as amended from time to time.
b.
“Fair Market Value” of the Stock as of a particular date shall mean the closing price of the Stock on such date. Notwithstanding the foregoing, if the
Compensation Committee of CCMH determines that the closing stock price of the Stock as of such date does not reflect fair market value, the Committee may retain an appraisal firm to conduct an appraisal and determine such fair market value of the
Stock as of such date. At Employee’s reasonable request given within 15 days after the delivery of the first appraisal, the Committee shall retain a second appraisal by a different appraisal firm, and the average of the two appraised values
shall be the fair market value of the Stock as of the particular date, which will be binding on the parties.
c.
“Option Spread” as of a particular date shall mean the 250,000 shares of Stock originally subject to the Option (whether or not such shares are still held by
Employee) times the excess, if any, of (i) the Fair Market Value of the Stock on such date, over (ii) the Option exercise price per share.
