EXHIBIT 10.3 FORM OF AMENDED AND RESTATED CLEAR CHANNEL
COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "AGREEMENT"), made as of the
[grant date](the "GRANT DATE") by and between Clear Channel
Communications, Inc., a Texas corporation (the "COMPANY"), and [name] (the
"GRANTEE"), evidences the grant by the Company of a stock award of restricted
Shares (the "AWARD") to the Grantee on such date and the Grantee's acceptance of
the Award in accordance with the provisions of the Amended and Restated Clear
Channel Communications, Inc. 2001 Stock Incentive Plan (the "PLAN"). The Company
and the Grantee agree as follows:
1. BASIS FOR AWARD. This Award is made under the Plan pursuant to Section
10 thereof for service rendered (or to be rendered) to the Company by the
Grantee, subject to all of the terms and conditions of this Agreement,
including, without limitation, Section 4(b) hereof.
2. STOCK AWARDED.
(a) The Company hereby awards to the Grantee, in the aggregate,
[quantity] shares of Restricted Stock which shall be subject to the restrictions
and conditions set forth in the Plan and in this Agreement.
(b) Shares of Restricted Stock shall be evidenced by book-entry
registration with the Company's transfer agent, subject to such stop-transfer
orders and other terms deemed appropriate by the Committee to reflect the
restrictions applicable to such Award. Notwithstanding the foregoing, if any
certificate is issued in respect of shares of Restricted Stock at the sole
discretion of the Committee, such certificate shall be registered in the name of
Grantee and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such award, substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF [GRANT DATE], ENTERED INTO BETWEEN THE
REGISTERED OWNER AND CLEAR CHANNEL COMMUNICATIONS, INC."
If a certificate is issued with respect to the Restricted Stock, the Committee
may require that the certificate evidencing such shares be held in custody by
the Company until the restrictions thereon shall have lapsed and that the
participant shall have delivered a stock power, endorsed in blank, relating to
the Shares covered by such Award. At the expiration of the restrictions, the
Company shall instruct the transfer agent to release the shares from the
restrictions applicable to such Award, subject to the terms of the Plan and
applicable law or, in the event that a certificate has been issued, redeliver to
the Grantee (or his legal representative, beneficiary or heir) share
certificates for the Shares deposited with it without any legend except as
otherwise provided by the Plan, this Agreement or applicable law. During the
period that the Grantee holds the shares of Restricted Stock, the Grantee shall
have the right to receive dividends on and to vote the Restricted Stock while it
is subject to restriction, except as otherwise provided by the Plan. If the
Award is forfeited in whole or in part, the Grantee will assign, transfer, and
deliver any evidence of the shares of Restricted Stock to the Company and
cooperate with the Company to reflect such forfeiture. By accepting the Award,
the Grantee acknowledges that the Company does not have an adequate remedy in
damages for the breach by the Grantee of the conditions and covenants set forth
in this Agreement and agrees that the Company is entitled to and may obtain an
order or a decree of specific performance against the Grantee issued by any
court having jurisdiction.
(c) Except as provided in the Plan or this Agreement, the
restrictions on the Restricted Stock are that prior to vesting as provided in
Sections 3 and 4(a) of this Agreement, the shares may not be sold, assigned,
transferred, hypothecated, pledged or otherwise alienated (collectively a
"TRANSFER") by the Grantee without the written consent of the Committee and any
such Transfer or attempted Transfer, whether voluntary or involuntary, and if
involuntary whether by process of law in any civil or criminal suit, action or
proceeding, whether in the nature of an insolvency or bankruptcy proceeding or
otherwise, shall be void and of no effect.
3. VESTING. Except as otherwise provided in this Agreement, the
restrictions described in Section 2 of this Agreement will lapse with respect to
25% of the Restricted Stock on the third anniversary of the Grant Date and as to
an additional 25% of the Restricted Stock on the fourth anniversary of the Grant
Date and as to an additional 50% of the Restricted Stock on the fifth
anniversary of the Grant Date (each a "VESTING DATE"); provided, that, the
Grantee is still employed or performing services for the Company (or any Parent
or Subsidiary) on each such Vesting Date. In the event of the Grantee's
termination of employment or service prior to the date that all of the
Restricted Stock is vested, except as otherwise provided in this Agreement, all
Restricted Stock still subject to restriction shall be forfeited.
(a) If the Grantee's termination of employment or service is due to
death and such death occurs prior to the date that all of the Restricted Stock
is vested, all restrictions will lapse with respect to 100% of the Restricted
Stock still subject to restriction on the date of death.
(b) If a Grantee's termination of employment or service is due to
Disability or Retirement (as defined herein) and such Disability or Retirement,
as the case may be, occurs prior to the date that all of the Restricted Stock is
vested, the Grantee shall be treated, for purposes of this Agreement only, as if
his/her employment or service continued with the Company until the date that all
restrictions on the Restricted Stock have lapsed (the "EXTENSION PERIOD") and
such Restricted Stock will vest in accordance with the schedule set forth
herein; provided, that, if the Grantee dies during the Extension Period and the
Restricted Stock has not been forfeited in accordance with Section 4(b), all
restrictions will lapse with respect to 100% of the Restricted Stock still
subject to restriction on the date of death. "RETIREMENT" shall mean a Grantee's
resignation from the Company on or after the date on which the sum of his/her
(i) full years of age (measured as of his/her last birthday preceding the date
of termination of employment or service) and (ii) full years of service with the
Company (or any Parent or Subsidiary) measured from his date of hire (or
re-hire, if later), is equal at least seventy (70); provided, that, the Grantee
must have attained at least the age of sixty (60) AND completed at least five
(5) full years of service with the Company (or any Parent or Subsidiary) prior
to the date of his/her resignation. Any disputes relating to whether the Grantee
is eligible for Retirement under this Agreement, including, without limitation,
his years' of service, shall be settled by the Committee in its sole discretion.
(c) If the Grantee's termination of employment or service is for any
other reason and such termination occurs prior to the date that all of the
Restricted Stock is vested, the Restricted Stock still subject to restriction
shall automatically be forfeited upon such cessation of employment or services.
4. SPECIAL RULES.
(a) CHANGE IN CONTROL. In the event of a Change in Control, the
restrictions described in Sections 2 and 3 of this Agreement will lapse with
respect to 100% of the Restricted Stock still subject to restriction.
(b) FORFEITURE.
1. Notwithstanding the provisions of Section 3 of this Agreement
and any other provision of this Agreement or the Plan to the
contrary, if it is determined by the Committee that prior to
the date that all of the Restricted Stock is vested (whether
or not during the Extension Period), the Grantee engaged (or
is engaging in) any activity that is harmful to the business
or reputation of the Company (or any Parent or Subsidiary),
including, without limitation, any "COMPETITIVE ACTIVITY" (as
defined below) or conduct prejudicial to or in conflict with
the Company (or any Parent or Subsidiary) or any material
breach of a contractual obligation to the Company (or any
Parent or Subsidiary) (collectively, "PROHIBITED ACTS"), then,
upon such determination by the Committee, all Restricted Stock
granted to the Grantee under this Agreement which is still
subject to restriction shall be cancelled and forfeited.
2. Notwithstanding any other provision of this Agreement or the
Plan to the contrary, if it is determined by the Committee
that the Grantee engaged (or is engaging in) any Prohibited
Act where such Prohibited Act occurred or is occurring within
the one (1) year period immediately following the vesting of
any Restricted Stock under this Agreement (including, without
limitation, vesting that occurs by application of Section 3(b)
of this Agreement), the Grantee agrees that he/she will repay
to the Company any gain realized on the vesting of such
Restricted Stock (such gain to be valued as of the relevant
Vesting Date(s) based on the Fair Market Value of the
Restricted Stock on the relevant Vesting Date(s) over the
purchase price paid, if any, of such stock). Such repayment
obligation will be effective as of the date specified by the
Committee. Any repayment obligation must be satisfied in cash
or, if permitted in the sole discretion of the Committee, in
shares of Common Stock having a Fair Market Value equal the
value of the Restricted Stock on the relevant Vesting Date(s).
The Company is specifically authorized to off-set and deduct
from any other payments, if any, including, without
limitation, wages, salary or bonus, that it may own the
Grantee to secure the repayment obligations herein contained.
3. The determination of whether the Grantee has engaged in a
Prohibited Act shall be determined by the Committee in good
faith and in its sole discretion.
4. The provisions of this Section 4(b) shall have no effect
following a Change in Control.
5. For purposes of this Agreement, the term "COMPETITIVE
ACTIVITY" shall mean the Grantee, without the prior written
permission of the Committee, any where in the world where the
Company (or any Parent or Subsidiary) engages in business,
directly or indirectly, (A) entering into the employ of or
rendering any services to any person, entity or organization
engaged in a business which is directly or indirectly related
to the businesses of the Company or any Parent or Subsidiary
("COMPETITIVE BUSINESS") or (B) becoming associated with or
interested in any Competitive Business as an individual,
partner, shareholder, creditor, director, officer, principal,
agent, employee, trustee, consultant, advisor or in any other
relationship or capacity other than ownership of passive
investments not exceeding 1% of the vote or value of such
Competitive Business.
5. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
Shares shall be subject to compliance by the Company and the Grantee with all
applicable requirements of securities laws and with all applicable requirements
of any stock exchange on which the Shares may be listed at the time of such
issuance or transfer. The Grantee understands that the Company is under no
obligation to register or qualify the Shares with the Securities and Exchange
Commission ("SEC"), any state securities commission or any stock exchange to
effect such compliance.
6. TAX WITHHOLDING.
(a) The Grantee agrees that, subject to clause 6(b) below, no later
than the date as of which the restrictions on the Restricted Stock shall lapse
with respect to all or any of the Restricted Stock covered by this Agreement,
the Grantee shall pay to the Company (in cash or to the extent permitted by the
Committee in its sole discretion, Shares held by the Grantee whose Fair Market
Value is equal to the amount of the Grantee's tax withholding liability) any
federal, state or local taxes of any kind required by law to be withheld, if
any, with respect to the Restricted Stock for which the restrictions shall
lapse. The Company or its affiliates shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due to the Grantee
any federal, state or local taxes of any kind required by law to be withheld
with respect to the shares of Restricted Stock. The Company may refuse to
instruct the transfer agent to release the Shares or redeliver share
certificates if Grantee fails to comply with any withholding obligation.
(b) If the Grantee properly elects, within thirty (30) days of the
Grant Date, to include in gross income for federal income tax purposes an amount
equal to the Fair Market Value as of the Grant Date of the Restricted Stock
granted hereunder pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended, the Grantee shall pay to the Company, or make other
arrangements satisfactory to the Committee to pay to the Company in the year of
such grant, any federal, state or local taxes required to be withheld with
respect to such Shares. If the Grantee fails to make such payments, the Company
or its affiliates shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to the Grantee any federal,
state or local taxes of any kind required by law to be withheld with respect to
such Shares. The Company may refuse to instruct the transfer agent to release
the Shares or redeliver share certificates if Grantee fails to comply with any
withholding obligation.
7. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be
deemed by implication or otherwise to impose any limitation on any right of the
Company or any of its affiliates to terminate the Grantee's employment at any
time, in the absence of a specific written agreement to the contrary.
8. AMENDMENT OF AWARD. The Award may be amended by the Board or the
Committee at any time (i) if the Board or the Committee determines, in its sole
discretion, that amendment is necessary or advisable to conform to any changes
in the law which occur after the Grant Date and by its terms applies to the
Award; or (ii) which the Board may deem to be in the best interests of the
Company, provided that no amendment shall impair or negate any of the rights or
obligations under this Agreement, without the consent of the Grantee (except as
otherwise provided in Section 10 of this Agreement.
9. REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and
warrants to the Company that:
(a) Agrees to Terms of the Plan. The Grantee has received a copy of
the Plan and the Prospectus prepared pursuant to the Form S-8 Registration
Statement relating to the Plan and has read and understands the terms of the
Plan, this Agreement and the Prospectus, and agrees to be bound by their terms
and conditions. The Grantee acknowledges that there may be adverse tax
consequences upon the vesting of Restricted Stock or disposition of the Shares
once vested, and that the Grantee should consult a tax adviser prior to such
time.
(b) Cooperation. The Grantee agrees to sign such additional
documentation as may reasonably be required from time to time by the Company.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. Awards may be adjusted as
provided in the Plan, including, without limitation, Sections 13 and 14 of the
Plan.
11. INCORPORATION OF PLAN BY REFERENCE. The Award is granted pursuant to
the terms of the Plan, the terms of which are incorporated herein by reference,
and the Award shall in all respects be interpreted in accordance with the Plan.
The Committee shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of
this Agreement, the Plan shall govern and control. All capitalized terms not
defined herein shall have the meaning ascribed to them as set forth in the Plan.
12. GOVERNING LAW; MODIFICATION. The validity, construction,
interpretation and effect of this Agreement shall exclusively be governed by and
determined in accordance with the law of the State of Texas without regard to
its conflict of law principles, except to the extent preempted by federal law.
13. MISCELLANEOUS. The masculine pronoun shall be deemed to include the
feminine, and the singular number shall be deemed to include the plural unless a
different meaning is plainly required by the context.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the date first above written.
CLEAR CHANNEL COMMUNICATIONS, INC.
Grantee: _______________________________ By: _______________________________
Name: Xxxx X. Xxxx
SS #: __________________________________ Title:President and Chief Executive
Officer
