Exhibit 10(b)**LAMAR ADVERTISING COMPANY****2000 EMPLOYEE STOCK PURCHASE PLAN****1.****Purpose****.**     This 2000 Employee Stock Purchase Plan (the “Plan”) is adopted by Lamar Advertising Company(the “Company”) to provide Eligible Employees who wish to become shareholders of the Company anopportunity to purchase shares of Class A Common Stock, par value $.001 per share, of the Company(“Common Stock”). The Plan is intended to qualify as an “employee stock purchase plan” underSection 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the provisions ofthe Plan shall be construed so as to extend and limit participation in a manner consistent with therequirements of Section 423; provided that, if and to the extent authorized by the Board, the factthat the Plan does not comply in all respects with the requirements of Section 423 shall not affectthe operation of the Plan or the rights of Employees hereunder.**2.****Certain Definitions****.**     As used in this Plan:     (a) “Board” means the Board of Directors of the Company, and “Committee” means the ExecutiveCommittee of the Board or such other committee as the Board may appoint from time to time toadminister the Plan.     (b) “Coordinator” means the officer of the Company or other person charged with day-to-daysupervision of the Plan as appointed from time to time by the Board or the Committee.     (c) “Designated Beneficiary” means a person designated by an Employee in the manner prescribedby the Committee or the Coordinator to receive certain benefits provided in this Plan in the eventof the death of the Employee.     (d) “Eligible Employee” with respect to any Offering hereunder means any Employee who, as ofthe Offering Commencement Date for such Offering:          (i) has been a Full-time Employee of the Company or any of its Subsidiaries for not less thantwelve months; and          (ii) would not, immediately after any right to acquire Shares in such Offering is granted, ownstock or rights to purchase stock possessing five percent (5%) or more of the total combined votingpower or value of all classes of stock of the Company or of any subsidiary corporation, determinedin accordance with Section 423.     (e) “Employee” means an employee (as that term is used in Section 423) of the Company or anyof its Subsidiaries.
 

 
     (f) “Fair Market Value” of a Share shall mean the fair market value of a share of CommonStock, as determined by the Committee.     (g) “Full-time Employee” is an Employee whose customary employment is for more than (i) 20hours per week and (ii) five months, in the calendar year during which the respective OfferingCommencement Date occurs.     (h) “Offering” is an offering of Shares pursuant to Section 5 of the Plan.     (i) “Offering Commencement Date” means the date on which an Offering under the Plan commences,and “Offering Termination Date” means the date on which an Offering under the Plan terminates.     (j) “Purchase Date” means each date on which the rights granted under the Plan may beexercised for the purchase of Shares.     (k) “Section 423” and subdivisions thereof refer to Section 423 of the Code or any successorprovision(s).     (l) “Shares” means shares of Common Stock.     (m) “Subsidiary” means a subsidiary corporation, as defined in Section 424 of the Code, of theCompany the Employees of which are designated by the Board of Directors or the Committee aseligible to participate in the Plan.**3.****Administration of the Plan****.**     The Committee shall administer, interpret and apply all provisions of the Plan as it deemsnecessary or appropriate, subject, however, at all times to the final jurisdiction of the Board ofDirectors. The Board may in any instance perform any of the functions of the Committee hereunder.The Committee may delegate administrative responsibilities to the Coordinator, who shall, formatters involving the Plan, be an ex officio member of the Committee. Determinations made by theCommittee and approved by the Board of Directors with respect to any provision of the Plan ormatter arising in connection therewith shall be final, conclusive and binding upon the Company andupon all participants, their heirs or legal representatives.**4.****Shares Subject to the Plan****.**     The maximum aggregate number of Shares that may be purchased upon exercise of rights grantedunder the Plan shall be 500,000 plus an annual increase to be added on the first day of each fiscalyear of the Company beginning with the 2001 fiscal year equal to the least of (i) 500,000 Shares,(ii) one-tenth of one percent of the total number of Shares outstanding on the last day of thepreceding fiscal year, and (iii) a lesser amount determined by the Board. Appropriate adjustmentsin such amount, the number of Shares covered by outstanding rights granted hereunder, thesecurities that may be purchased hereunder, the Exercise Price, and the maximum number of Shares orother securities that an employee may purchase (pursuant to Section 8 below) shall be made to giveeffect to any mergers, consolidations, reorganizations, recapitalizations, stock splits, stockdividends or other relevant changes in the capitalization of
 

 
the Company occurring after the effective date of the Plan; provided that any fractional Shareotherwise issuable hereunder as a result of such an adjustment shall be adjusted downward to thenearest full Share. Any agreement of merger or consolidation involving the Company will includeappropriate provisions for protection of the then existing rights of participating employees underthe Plan. Either authorized and unissued Shares or treasury Shares may be purchased under thePlan. The Committee may impose restrictions on transfer on Shares purchased under the Plan. Iffor any reason any right under the Plan terminates in whole or in part, Shares subject to suchterminated right may again be subjected to a right under the Plan.**5.****Offerings; Participation****.**     (a) From time to time, the Company, by action of the Committee, will grant rights to purchaseShares to Eligible Employees pursuant to one or more Offerings, each having an OfferingCommencement Date, an Offering Termination Date, and one or more Purchase Dates as designated bythe Committee. No Offering may last longer than twenty-seven (27) months or such longer period asmay then be consistent with Section 423. The Committee may limit the number of Shares issuable inany Offering, either before or during such Offering.     (b) Participation in each Offering shall be limited to Eligible Employees who elect toparticipate in such Offering in the manner, and within the time limitations, established by theCommittee. No person otherwise eligible to participate in any Offering under the Plan shall beentitled to participate if he or she has elected not to participate. Any such election not toparticipate may be revoked only with the consent of the Committee.     (c) An Employee who has elected to participate in an Offering may make such changes in thelevel of payroll deductions as the Committee may permit from time to time, or may withdraw fromsuch Offering, by giving written notice to the Company before any Purchase Date. No Employee whohas withdrawn from participating in an Offering may resume participation in the same Offering, buthe or she may participate in any subsequent Offering if otherwise eligible.     (d) Upon termination of a participating Employee’s employment for any reason, includingretirement but excluding death or disability (as defined in Section 22(e)(3) of the Code) while inthe employ of the Company or a Subsidiary, such Employee will be deemed to have withdrawn fromparticipation in all pending Offerings to the extent administratively feasible.     (e) Upon termination of a participating Employee’s employment because of disability or death,the Employee or his or her Designated Beneficiary, if any, as the case may be, shall have the rightto elect, with respect to each Offering in which the Employee was then participating, by writtennotice given to the Coordinator within 30 days after the date of termination of employment (but notlater than the next applicable Purchase Date for each Offering), either (i) to withdraw from suchOffering or (ii) to exercise the Employee’s right to purchase Shares on the next Purchase Date ofsuch Offering to the extent of the accumulated payroll deductions in the Employee’s account at thedate of termination of employment. If no such election with respect to any Offering is made withinsuch period, the Employee shall be deemed to have withdrawn from such Offering on the date oftermination of employment. The
 

 
foregoing election is not available to any person, such as a legal representative, as such,other than the Employee or a Designated Beneficiary.**6.****Exercise Price****.**     The rights granted under the Plan shall be exercised and Shares shall be purchased at a priceper Share (the “Exercise Price”) determined by the Committee from time to time; provided that theExercise Price shall not be less than eighty-five percent (85%) of the Fair Market Value of a Shareon (a) the respective Offering Commencement Date or (b) the respective Purchase Date, whichever islower.**7.****Exercise of Rights; Method of Payment****.**     (a) Participating Employees may pay for Shares purchased upon exercise of rights grantedhereunder solely through regular payroll deductions. No interest shall be paid upon payrolldeductions (whether or not used to purchase Shares) unless specifically provided for by theCommittee. All payroll deductions received or held by the Company under this Plan may be used bythe Company for any corporate purpose, and the Company shall not be obligated to segregate suchamounts.     (b) Subject to any applicable limitation on purchases under the Plan, and unless the Employeehas previously withdrawn from the respective Offering, rights granted to a participating Employeeunder the Plan will be exercised automatically on the Purchase Date of the respective Offeringcoinciding with the Offering Termination Date, and the Committee may provide that such rights mayat the election of the Employee be exercised on one or more other Purchase Dates designated by theCommittee within the period of the Offering, for the purchase of the number of Shares that may bepurchased at the applicable Exercise Price with the accumulated payroll deductions as of therespective Purchase Date. Fractional Shares will be issued under the Plan, unless the Committeedetermines otherwise. If fractional Shares are not issued, any amount that would otherwise havebeen applied to the purchase of a fractional Share shall be retained and applied to the purchase ofShares in the following Offering unless the respective Employee elects otherwise. The Company willdeliver to each participating Employee or to an account of the participating Employee designated bythe Committee evidence of ownership of the shares of Common Stock purchased within a reasonabletime after the Purchase Date in such form as the Committee determines will give the participatingEmployee full ownership of and rights to transfer the Shares. The Committee may require that theparticipating Employee hold such Shares in an account of the participating Employee designated bythe Committee.     (c) Any amounts withheld from the Employee’s compensation that are not used for the purchaseof Shares, whether because of such Employee’s withdrawal from participation in an Offering(voluntarily, upon termination of employment, or otherwise) or for any other reason, except asprovided in Section 7(b), shall be repaid to the Employee or his or her Designated Beneficiary orlegal representative, as applicable, within a reasonable time thereafter.     (d) The Company’s obligation to offer, sell and deliver Shares under the Plan at any time issubject to (i) the approval of any governmental authority required in connection with the
 

 
authorized issuance or sale of such Shares, (ii) satisfaction of the listing requirements of anynational securities exchange or securities market on which the Common Stock is then listed, and(iii) compliance, in the opinion of the Company’s counsel, with all applicable federal and statesecurities and other laws.**8.****Limitations on Purchase Rights****.**     (a) Any provision of the Plan or any other employee stock purchase plan of the Company or anysubsidiary (collectively, “Other Plans”) to the contrary notwithstanding, no Employee shall begranted the right to purchase Common Stock (or other stock of the Company and any subsidiary) underthe Plan and all Other Plans at a rate that exceeds an aggregate of $25,000 (or such other maximumas may be prescribed from time to time by Section 423) in Fair Market Value of such stock(determined at the time the rights are granted) for each calendar year in which any such right isoutstanding.     (b) An Employee’s participation in any one or a combination of Offerings under the Plan shallnot exceed such additional limits as the Committee may from time to time impose.**9.****Tax Withholding****.**     Each participating Employee shall pay to the Company or the applicable Subsidiary, or makeprovision satisfactory to the Committee for payment of, any taxes required by law to be withheld inrespect of the purchase or disposition of Shares no later than the date of the event creating thetax liability. In the Committee’s discretion and subject to applicable law, such tax obligationsmay be paid in whole or in part by delivery of Shares to the Company, including Shares purchasedunder the Plan, valued at Fair Market Value on the date of delivery. The Company or the applicableSubsidiary may, to the extent permitted by law, deduct any such tax obligations from any payment ofany kind otherwise due to the Employee or withhold Shares purchased hereunder, which shall bevalued at Fair Market Value on the date of withholding.**10.****Participants’ Rights as Shareholders and Employees****.**     (a) No participating Employee shall have any rights as a shareholder in the Shares covered bya right granted hereunder until such right has been exercised, full payment has been made for suchShares, and the Share certificate is actually issued.     (b) Neither the adoption, maintenance, nor operation of the Plan nor any grant of rightshereunder shall entitle any Employee to continued employment or other service with the Company orany Subsidiary or restrict the right of any of such entities to terminate such employment orservice or otherwise change the terms of such employment or service at any time or for any reason**11.****Rights Not Transferable****.**     Rights under the Plan are not assignable or transferable by a participating Employee otherthan by will or the laws of descent and distribution and, during the Employee’s lifetime, areexercisable only by the Employee. The Company may treat any attempted *inter vivos*assignment as anelection to withdraw from all pending Offerings.
 

 
**12.****Amendments to or Termination of the Plan****.**     The Board shall have the right to amend, modify or terminate the Plan at any time withoutnotice, subject to any stockholder approval that the Board determines to be necessary or advisable;provided that the rights of Employees hereunder with respect to any ongoing or completed Offeringshall not be adversely affected.**13.****Governing Law****.**     Subject to overriding federal law, the Plan shall be governed by and interpreted consistentlywith the laws of Delaware.**14.****Effective Date and Term****.**     This Plan will become effective on April 1, 2000. No rights shall be granted under the Planafter April 1, 2010.