exv10w14



 




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 LAMAR
ADVERTISING 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 options
are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as
amended 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 the
Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined
in this certificate have the meanings given to them in the Plan. This certificate does not set
forth all the terms and conditions of the Plan, which are incorporated herein by reference. The
Committee administers the Plan and its determinations regarding the operation of the Plan are final
and binding. Copies of the Plan may be obtained upon written request without charge from the
Company.




          2. Option Price. The price to be paid for each share of Common Stock issued upon
exercise of the whole or any part of this Option is the Option Price set forth on the face of this
certificate.




          3. Exercisability Schedule. This Option may be exercised at any time and from time to
time for the number of shares and in accordance with the exercisability schedule set forth on the
face of this certificate, but only for the purchase of whole shares. The Option may not be
exercised as to any shares after the Expiration Date.




          4. Method of Exercise. To exercise this Option, the Optionholder shall deliver
written notice of exercise to the Company specifying the number of shares with respect to which
Option is being exercised accompanied by payment of the Option Price for such shares in cash, by
certified check or in such other form, including shares of Common Stock of the Company valued at
their Fair Market Value on the date of delivery, as the Committee may approve. Promptly following
such a notice, the Company will deliver to the Optionholder a certificate representing the number
of shares with respect to which the Option is being exercised.




          5. Rights as a Stockholder or Employee. The Optionholder shall not have any rights in
respect of shares as to which the Option shall not have been exercised and payment made as provided
above. The Optionholder shall not have any rights to continued employment by the Company or its
Affiliates by virtue of the grant of this Option.




          6. Recapitalization, Mergers, Etc. As provided in the Plan, in the event of corporate
transactions affecting the Company’s outstanding Common Stock, the Committee shall equitably adjust
the number and kind of shares subject to this Option and the exercise price hereunder or make
provision for a cash payment. If such transaction involves a consolidation or merger of the
Company with another entity, the sale or exchange of all or substantially all of the assets of the
Company or a reorganization or liquidation of the Company, then in lieu of the foregoing, the
Committee may upon written notice to the Optionholder provide that this Option shall terminate on a
date not less than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Committee may in its discretion accelerate or waive any deferred
exercise period.




          7. Option Not Transferrable. This Option is not transferable by the Optionholder
otherwise 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 Beneficiary
does not constitute a transfer.




          8. Exercise of Option After Termination of Employment. If the Optionholder’s
employment with (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary
corporation of such corporation) issuing or assuming a stock option in a transaction to which
section 424(a) of the Code applies, is terminated for any reason other than by disability (within
the meaning of section 22 (e)(3) of the Code) or death, the Optionholder may exercise the rights
which were available to the Optionholder at the time of such termination only within three months
from the date of termination. If Optionholder’s employment is terminated as a result of
disability, such rights may be exercised within twelve months from the date of termination. Upon
the death of Optionholder, his or her Designated Beneficiary shall have the right, at any time
within twelve months after the date of death, to exercise in whole or in part any rights that were
available to the Optionholder at the time of death. Notwithstanding the foregoing, no rights under
this Option may be exercised after the Expiration Date.




          9. Compliance with Securities Laws. It shall be a condition to the Optionholder’s
right 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 have
been duly listed, upon official notice of issuance, upon any national securities exchange or
automated 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 the
shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed purchase
shall be exempt from registration under that Act and the Optionholder shall have made such
undertakings and agreements with the Company as the Company may reasonably require, and (c) that
such other steps, if any, as counsel for the Company shall consider necessary to comply with any
law applicable to the issue of such shares by the Company shall have been taken by the Company or
the Optionholder, or both. The certificates representing the shares purchased under this Option
may contain such legends as counsel for the Company shall consider necessary to comply with any
applicable law.




          10. Payment of Taxes. The Optionholder shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be withheld with respect
to the exercise of this Option. The Committee may, in its discretion, require any other Federal or
state taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committee’s
discretion, 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 on
the date of delivery. The Company and its Affiliates may, to the extent permitted by law, deduct
any 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 Company
in writing within 30 days of the disposition of any shares purchased upon exercise of this Option
if such disposition occurs within two years of the date of the grant of this Option or within one
year after such purchase.