**Exhibit 10.14**        **LAMAR ADVERTISING COMPANY**Notice of Grant of Stock Options **ID: 72-1205791**and Option Agreement P O BOX 66338 BATON ROUGE, LA 70896       **Name** **Option Number: 0****Address** **Plan:**                    **97EX****City, State Zip** **ID:**  
Effective mm/dd/yyyy, you have been granted a(n) Incentive Stock Option to buy # shares of LAMARADVERTISING COMPANY (the Company) stock at $00.00 per share.
The total option price of the shares granted is $00.00
Shares in each period will become fully vested on the date shown.       Shares  Vest Type Full Vest Expiration# On Vest Date mm/dd/yyyy mm/dd/yyyy# On Vest Date mm/dd/yyyy mm/dd/yyyy# On Vest Date mm/dd/yyyy mm/dd/yyyy# On Vest Date mm/dd/yyyy mm/dd/yyyy# On Vest Date mm/dd/yyyy mm/dd/yyyy        
By your signature and the Company’s signature below, you and the Company agree that these optionsare granted under and governed by the terms and conditions of the Company’s Stock Option Plan asamended and the Option Agreement, all of which are attached and made a part of this document.             LAMAR ADVERTISING COMPANY Date         NAME Date
 

 

**LAMAR ADVERTISING COMPANY 1996 EQUITY INCENTIVE PLAN**
**Incentive Stock Option Terms and Conditions**
          1. Plan Incorporated by Reference. This option is issued pursuant to the terms of thePlan and may be amended as provided in the Plan. Capitalized terms used and not otherwise definedin this certificate have the meanings given to them in the Plan. This certificate does not setforth all the terms and conditions of the Plan, which are incorporated herein by reference. TheCommittee administers the Plan and its determinations regarding the operation of the Plan are finaland binding. Copies of the Plan may be obtained upon written request without charge from theCompany.
          2. Option Price. The price to be paid for each share of Common Stock issued uponexercise of the whole or any part of this Option is the Option Price set forth on the face of thiscertificate.
          3. Exercisability Schedule. This Option may be exercised at any time and from time totime for the number of shares and in accordance with the exercisability schedule set forth on theface of this certificate, but only for the purchase of whole shares. The Option may not beexercised as to any shares after the Expiration Date.
          4. Method of Exercise. To exercise this Option, the Optionholder shall deliverwritten notice of exercise to the Company specifying the number of shares with respect to whichOption is being exercised accompanied by payment of the Option Price for such shares in cash, bycertified check or in such other form, including shares of Common Stock of the Company valued attheir Fair Market Value on the date of delivery, as the Committee may approve. Promptly followingsuch a notice, the Company will deliver to the Optionholder a certificate representing the numberof shares with respect to which the Option is being exercised.
          5. Rights as a Stockholder or Employee. The Optionholder shall not have any rights inrespect of shares as to which the Option shall not have been exercised and payment made as providedabove. The Optionholder shall not have any rights to continued employment by the Company or itsAffiliates by virtue of the grant of this Option.
          6. Recapitalization, Mergers, Etc. As provided in the Plan, in the event of corporatetransactions affecting the Company’s outstanding Common Stock, the Committee shall equitably adjustthe number and kind of shares subject to this Option and the exercise price hereunder or makeprovision for a cash payment. If such transaction involves a consolidation or merger of theCompany with another entity, the sale or exchange of all or substantially all of the assets of theCompany or a reorganization or liquidation of the Company, then in lieu of the foregoing, theCommittee may upon written notice to the Optionholder provide that this Option shall terminate on adate not less than 20 days after the date of such notice unless theretofore exercised. Inconnection with such notice, the Committee may in its discretion accelerate or waive any deferredexercise period.
          7. Option Not Transferrable. This Option is not transferable by the Optionholderotherwise than by the will or the laws of descent and distribution, and is exercisable, during the
 

 

Optionholder’s lifetime, only by the Optionholder. The naming of a Designated Beneficiarydoes not constitute a transfer.
          8. Exercise of Option After Termination of Employment. If the Optionholder’semployment with (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiarycorporation of such corporation) issuing or assuming a stock option in a transaction to whichsection 424(a) of the Code applies, is terminated for any reason other than by disability (withinthe meaning of section 22 (e)(3) of the Code) or death, the Optionholder may exercise the rightswhich were available to the Optionholder at the time of such termination only within three monthsfrom the date of termination. If Optionholder’s employment is terminated as a result ofdisability, such rights may be exercised within twelve months from the date of termination. Uponthe death of Optionholder, his or her Designated Beneficiary shall have the right, at any timewithin twelve months after the date of death, to exercise in whole or in part any rights that wereavailable to the Optionholder at the time of death. Notwithstanding the foregoing, no rights underthis Option may be exercised after the Expiration Date.
          9. Compliance with Securities Laws. It shall be a condition to the Optionholder’sright to purchase shares of Common Stock hereunder that the Company may, in its discretion, require(a) that the shares of Common Stock reserved for issue upon the exercise of this Option shall havebeen duly listed, upon official notice of issuance, upon any national securities exchange orautomated quotation system on which the Company’s Common Stock may then be listed or quoted, (b)that either (i) a registration statement under the Securities Act of 1933 with respect to theshares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed purchaseshall be exempt from registration under that Act and the Optionholder shall have made suchundertakings and agreements with the Company as the Company may reasonably require, and (c) thatsuch other steps, if any, as counsel for the Company shall consider necessary to comply with anylaw applicable to the issue of such shares by the Company shall have been taken by the Company orthe Optionholder, or both. The certificates representing the shares purchased under this Optionmay contain such legends as counsel for the Company shall consider necessary to comply with anyapplicable law.
          10. Payment of Taxes. The Optionholder shall pay to the Company, or make provisionsatisfactory to the Company for payment of, any taxes required by law to be withheld with respectto the exercise of this Option. The Committee may, in its discretion, require any other Federal orstate taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committee’sdiscretion, such tax obligation may be paid in whole or in part in shares of Common Stock,including shares retained from the exercise of this Option, valued at their Fair Market Value onthe date of delivery. The Company and its Affiliates may, to the extent permitted by law, deductany such tax obligations from any payment of any kind otherwise due to the Optionholder.
          11. Notice of Sale of Shares Required. The Optionholder agrees to notify the Companyin writing within 30 days of the disposition of any shares purchased upon exercise of this Optionif such disposition occurs within two years of the date of the grant of this Option or within oneyear after such purchase.