Exhibit 10.15
**LAMAR TEXAS LIMITED PARTNERSHIP**
**ITS AFFILIATES AND SUBSIDIARIES**
**DEFERRED COMPENSATION PLAN**
     THIS AGREEMENT made this first day of ___, by and between Lamar Texas LimitedPartnership, its Affiliates and Subsidiaries (“Lamar”), and___(the “EMPLOYEE”).
     In consideration of the agreements hereinafter contained the parties agree as follows:
     1. Employment Heretofore. Lamar has heretofore employed the Employee and the Employeeis serving Lamar in such capacity as Lamar may designate from time to time, continuing untilterminated by either party.
     2. Attention to Work. During the term of his/her employment, the Employee shalldevote all of his/her time, attention, skill and efforts to the performance of his/her duties forLamar.
     3. Compensation. Lamar is paying the Employee a certain monthly salary as Lamar mayfrom lime to time determine. Lamar may also pay deferred compensation as provided in paragraph 5below, unless forfeited by the occurrence of any of the events of forfeiture specified in paragraph6, below.
     4. Deferred Compensation Plan. (a) Lamar shall have the option of paying to aDeferred Compensation “Rabbi” Trust, and crediting a book reserve (the “Deferred CompensationAccount”) established for this purpose, the deferred compensation specified in Schedule A in thisagreement. Lamar also has the option of modifying Schedule A. Deferred compensation shall not beawarded to any Employee until that Employee has reached his/her thirtieth (30th)birthday, has been employed by Lamar or its affiliates for ten (10) years and has reached thestatus of manager. Deferred compensation paid by Lamar, if any, shall be credited to the DeferredCompensation Account on the ___day of ___on the first year of eligibility and onthe same day of each year thereafter as long as the Employee is employed by Lamar.
          (b) Any funds paid to the Deferred Compensation “Rabbi” Trust may be kept in cash or investedand reinvested in mutual funds, stocks, bonds, securities, or any other assets as may be selectedby the Trustee in its discretion. In the exercise of the discretionary investment powers, theTrustee may engage investment counsel and, if it so desires, may delegate to such counsel full orlimited authority to select the assets in which the funds are to be invested.
          (c) From time to time Lamar may designate an investment manager other than the Trustee toselect the assets in which the funds are to be invested.
 

 

          (d) The Employee agrees on behalf of himself/herself and his/her designated beneficiary toassume all risk in connection with any decrease in value of the funds, which are invested or whichcontinue to be invested in accordance with the provisions of this Agreement.
     5. Benefit Payments. The benefits to be paid as deferred compensation (unless theyare forfeited by the occurrence of any of the events of forfeiture specified in paragraph 6) are asfollows:
          (a) If the Employee’s employment hereunder is terminated on or after the Employee has reachedthe age of 60, for any reason other than death, Lamar shall direct Trustee to pay to the Employeean amount equal to the fair market value of the assets in the Employee’s Deferred CompensationAccount as of such date.
          (b) If the Employee’s employment hereunder is terminated for any reason other than death anddisability but before the Employee shall have reached the age of 60, then the fair market value ofassets in the Employee’s Deferred Compensation Account shall be paid to Employee by Lamar in onelump sum payment. This payment shall be made within six (6) months of the time of termination.
          (c) If the Employee’s employment is terminated because of disability before he/she has reachedthe age of 60 and while he/she is in the employ of Lamar, then Lamar shall make payments to theEmployee in the same manner and to the same extent as provided in paragraph 5 (a).
          (d) If the Employee’s employment is terminated because of death, the interest of the Employeein this plan is payable in full to the participant’s surviving spouse, unless there is no survivingspouse or the spouse consents in the manner required to a designated beneficiary.
               (1) The spouse of the Employee must consent in writing to a beneficiary other than the spouse.This designation may not be changed without spousal consent (or the consent of the spouseexpressly permits designations by the participant without any requirement of further consent by thespouse). The spouse’s consent acknowledges the effect of such election and is witnessed by a planrepresentative or a notary public.
               (2) The spousal consent requirement is waived if it is established to the satisfaction ofLamar that consent cannot be obtained because there is no spouse, or because the spouse cannot belocated.
               (3) If there is not a surviving spouse, and if no beneficiary shall have been designated, orif no designated beneficiary shall survive the Employee, the payments shall be payable to theEmployee’s estate.
          (e) The Employee shall be deemed to have become disabled for purposes of paragraph 5 (c), ifLamar shall find on the basis of medical evidence satisfactory to Lamar that the Employee istotally disabled, mentally or physically, so as to be prevented from engaging in further employmentby Lamar and that such disability will be permanent and continuous during the remainder of his/herlife.
 

 

          (f) The lump sum payment to be made to the Employee under paragraph 5 (b) and 5 (c), aboveshall he made on the first day of the second month next following the date of the termination ofhis/her employment, and the payment to be made to the Employee under paragraph 5 (a), above shallbe made on the first day of the second month next following the date on which the Employee shallhave reached the age of 60. The payments to be made to the designated beneficiary under theprovisions of this paragraph 5 (d) shall be made on a date to be selected by Lamar but within three(3) months from the date of death of the Employee.
          (g) Notwithstanding anything herein contained to the contrary, Lamar shall have the right inits sole discretion to vary the manner and time of making all distributions provided in theparagraphs above, and may make such distributions in lump sums or over a shorter or longer periodof time, as Lamar may find appropriate.
          (h) Payments to employees or their beneficiaries are considered wages, and are subject tofederal and state income tax, as well as FICA, which may be withheld when the funds aredistributed. In accordance with the Social Security Act, payments may also reduce social securitybenefits to the employee or beneficiary.
     6. Forfeiture of Benefits. Notwithstanding anything herein contained to the contrary,no payment of deferred compensation shall be made and all rights under the Agreement of theEmployee, his/her designated beneficiary, executors or administrators, or any other person, toreceive payments thereof shall be forfeited if the employee is discharged for malfeasance orwrongful conduct.
     7. Non-competition Agreement. (a) Employee agrees that continued employment by Lamarwill build an intangible asset of goodwill of value to Lamar. In consideration of the employmentof Employee by Lamar, of the expenses incurred by Lamar in the training of Employee, and of otherperformance by Lamar, the Employee agrees that, for a period of two (2) years from termination ofemployment for any reason whatsoever, including termination by Lamar, he/she will not knowingly,directly or indirectly, own, manage, operate, jointly control, lend money to, endorse theobligations of, or participate in or be connected with as an officer, employee, stockholder,partner, counselor, adviser, or otherwise, any business engaged to any extent in the outdooradvertising business nor will Employee solicit site leases or customers for such business: (a)within a fifty (50) mile radius of the present as well as the future office site where he/sheperforms or will perform services for Lamar, or (b) within a fifty (50) mile radius of any outdooradvertising plant previously served by Employee in any capacity for Lamar. Employee acknowledgesthat the remedy at law for any breach of this provision will be inadequate, and that Lamar, or itsassigns shall be entitled to injunctive relief should Employee breach this provision.
          (b) The parties intend that this covenant shall be construed as a series of separatecovenants, one for each county encompassed within the area described. Except for geographiccoverage, each such separate covenant shall be deemed identical in terms to the covenant containedin the preceding paragraph. If, in any judicial proceeding, a court shall refuse to enforce any ofthe separate covenants on the ground of unreasonable area, then this unenforceable covenant shallbe deemed eliminated from these provisions for the purpose of those proceedings to the extentnecessary to permit the remaining separate covenants to be
 

 

enforced. If, in any judicial proceeding, a court shall refuse to enforce any of the separatecovenants on the ground of unreasonable time, then the time of non-competition shall be reduced toa reasonable time.
          (c) Employee has carefully read the provisions of this paragraph and agrees that the timeperiod and geographical area of restriction are fair and reasonable and are necessary for theprotection of Lamar’s interests.
          (d) Employee agrees that upon termination of this agreement for any reason whatsoever,including termination by Lamar for any reason, Employee will not solicit any of the customers orsite lessors of: (1) the outdoor advertising plant managed by Employee at the time of termination,or (2) of any other outdoor advertising plant previously managed or served by Employee for Lamar orfor any of its affiliated partnerships or corporations, nor will Employee offer to hire, or in factemploy or enter into any partnership, corporation or other business relationship, directly orindirectly, any of the employees, managers, or independent contractors of Lamar, of the outdooradvertising plant managed by Employee at the time of termination, or of any other outdooradvertising plant previously managed or served by Employee for Lamar, or any of its affiliatedpartnerships or corporations, for a period of two (2) years after termination of this Agreement.Employee acknowledges that the intangible asset of the goodwill of Lamar and the outdooradvertising plant managed by Employee will be damaged significantly should such customers besolicited or employees hired by Employee, and, further, as an amount arrived at in good faith byboth parties on the date of this Agreement and estimated to reasonably compensate Lamar of themonetary loss which Lamar sustains, Employee agrees to pay to Lamar or its assigns twenty-fivethousand and no/100 ($25,000) dollars in the event of a breach of this covenant.
     8. Non-assignability. (a) The right of the Employee or any other person to thepayment of deferred compensation or other benefits under this Agreement shall not be assigned,transferred, pledged or encumbered except by will or by the laws of descent and distribution.
          (b) The Plan recognizes that the non-employee spouse may have a claim to a portion of theright to receive assets from the fund, according to State property law. In the event of divorce,the former spouse who does have such a claim, shall have the right to elect to receive benefitpayment under the Retirement Plan after the earlier to occur of the first date for payment allowedunder the Plan, or after the Employee reaches the earliest retirement age under thePlan.
          (c) Notwithstanding any other provision of law, this agreement does not create any righttitle, or interest, which can be sold, assigned, transferred, or otherwise disposed of (includingby inheritance) by a spouse or former spouse.
     9. Incapacity. If Lamar shall find that any person to whom any payment is payableunder this Agreement is unable to care for his/her affairs because of illness or accident, or is aminor, any payment due (unless a prior claim therefor shall have been made by a duly appointedguardian, committee or other legal representative) may be paid to the spouse, a child, a parent, ora brother or sister, or to any person deemed by Lamar to have incurred expense for such personotherwise entitled to payment, in such manner and proportions as Lamar may determine. Any suchpayment shall be a complete discharge of the liabilities of Lamar under this Agreement.
 

 

     10. Not an Employment Agreement. Nothing contained herein shall be construed asconferring upon the Employee the right to continue in the employ of Lamar as an executive or in anyother capacity.
     11. Not Compensation for Qualified Plan. Any deferred compensation payable under thisAgreement shall not be deemed salary or other compensation to the Employee for the purpose ofcomputing benefits to which he may be entitled under any pension plan or other arrangement of Lamarfor the benefit of its employees.
     12. Interpretation. Lamar shall have full power and authority to interpret, construeand administer this Agreement and Lamar’s interpretations and construction thereof, and actionsthereunder, including any valuation of the Deferred Compensation Account, or the amount orrecipient of the payment to be made therefrom, shall be binding and conclusive on all persons forall purposes. No employee of Lamar shall be liable to any person for any action taken or omittedin connection with the interpretation and administration of this Agreement unless attributable tohis/her own willful misconduct or lack of good faith.
     13. Governing Law. This Agreement shall be construed in accordance with and governedby the law of the State of Louisiana.
     In WITNESS WHEREOF, Lamar has caused this Agreement to be executed by its duly authorizedofficers and Employee has hereunto set his/her hand and seal as of the date first above written.      LAMAR TEXAS LIMITED PARTNERSHIP