Annual Grant of Stock Options. For each of the calendar years during the Employment Period that the Markets achieve their collective annual cash-flow goal as established by the Company, Employee will be eligible to receive an award of 100,000 stock options at the end of each twelve month period. Such awards shall remain at all times be subject to the approval of and grant by the Company’s Compensation Committee in its sole discretion. Option grants, if made, will be issued within a reasonable time after the finance department closes out the relevant year, and all option grants will be issued after sales adjustments and bad debt are taken into consideration and the approval of the Compensation Committee has been obtained. Employee shall be subject to the terms and conditions of the plans and programs, including, without limitation, the Company’s right to amend or terminate the plans at any time and without advance notice to the participants. The option shares granted pursuant to this Section 4.4 may be purchased at a price equal to the closing price of the Cumulus Media, Inc.’s Class A Common Stock on the date of the grant, subject to adjustment as may be provided in the stock option agreement. The options granted hereunder (including the Option Shares) are intended to be nonqualified stock options and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue Code, or any successor provision thereto. To be eligible for an option grant, Employee must be employed by the Company for the duration of the calendar year, as no pro rata grants are made.
Annual Grant of Stock Options. The Committee shall, at the beginning of 2008 and subsequent calendar years, make annual grants to Executive of ten-year options with respect to shares of Company stock, with such grants to be made at the same time during the calendar year as grants are generally made to senior executives of the Company and such options shall vest according to the terms set forth in the grant agreement as long as the Executive remains in Service in any capacity with the Company, such as while he is either the Company’s Executive Chairman, a member of its Board of Directors, its employee, a director or employee of any Company affiliate or serving in any other similar capacity. . Such annual grants shall be consistent with competitive pay practices generally and appropriate relative to awards made to other senior executives of the Company. It shall not be a violation of this section if the award otherwise required under it is reduced and the award otherwise required under Section 5.4 is increased to make up for the reduction in value of the Section 5.5 award, and Executive consents to that transfer of value
