exv10w15



 




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 Limited
Partnership, 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 Employee
is serving Lamar in such capacity as Lamar may designate from time to time, continuing until
terminated by either party.



     2. Attention to Work. During the term of his/her employment, the Employee shall
devote all of his/her time, attention, skill and efforts to the performance of his/her duties for
Lamar.



     3. Compensation. Lamar is paying the Employee a certain monthly salary as Lamar may
from lime to time determine. Lamar may also pay deferred compensation as provided in paragraph 5
below, unless forfeited by the occurrence of any of the events of forfeiture specified in paragraph
6, below.



     4. Deferred Compensation Plan. (a) Lamar shall have the option of paying to a
Deferred Compensation “Rabbi” Trust, and crediting a book reserve (the “Deferred Compensation
Account”) established for this purpose, the deferred compensation specified in Schedule A in this
agreement. Lamar also has the option of modifying Schedule A. Deferred compensation shall not be
awarded 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 the
status of manager. Deferred compensation paid by Lamar, if any, shall be credited to the Deferred
Compensation Account on the ___day of ___on the first year of eligibility and on
the 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 invested
and reinvested in mutual funds, stocks, bonds, securities, or any other assets as may be selected
by the Trustee in its discretion. In the exercise of the discretionary investment powers, the
Trustee may engage investment counsel and, if it so desires, may delegate to such counsel full or
limited 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 to
select the assets in which the funds are to be invested.




 









 








          (d) The Employee agrees on behalf of himself/herself and his/her designated beneficiary to
assume all risk in connection with any decrease in value of the funds, which are invested or which
continue to be invested in accordance with the provisions of this Agreement.




     5. Benefit Payments. The benefits to be paid as deferred compensation (unless they
are forfeited by the occurrence of any of the events of forfeiture specified in paragraph 6) are as
follows:



          (a) If the Employee’s employment hereunder is terminated on or after the Employee has reached
the age of 60, for any reason other than death, Lamar shall direct Trustee to pay to the Employee
an amount equal to the fair market value of the assets in the Employee’s Deferred Compensation
Account as of such date.




          (b) If the Employee’s employment hereunder is terminated for any reason other than death and
disability but before the Employee shall have reached the age of 60, then the fair market value of
assets in the Employee’s Deferred Compensation Account shall be paid to Employee by Lamar in one
lump 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 reached
the age of 60 and while he/she is in the employ of Lamar, then Lamar shall make payments to the
Employee 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 Employee
in this plan is payable in full to the participant’s surviving spouse, unless there is no surviving
spouse 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 spouse
expressly permits designations by the participant without any requirement of further consent by the
spouse). The spouse’s consent acknowledges the effect of such election and is witnessed by a plan
representative or a notary public.



               (2) The spousal consent requirement is waived if it is established to the satisfaction of
Lamar that consent cannot be obtained because there is no spouse, or because the spouse cannot be
located.



               (3) If there is not a surviving spouse, and if no beneficiary shall have been designated, or
if no designated beneficiary shall survive the Employee, the payments shall be payable to the
Employee’s estate.



          (e) The Employee shall be deemed to have become disabled for purposes of paragraph 5 (c), if
Lamar shall find on the basis of medical evidence satisfactory to Lamar that the Employee is
totally disabled, mentally or physically, so as to be prevented from engaging in further employment
by Lamar and that such disability will be permanent and continuous during the remainder of his/her
life.




 









 








          (f) The lump sum payment to be made to the Employee under paragraph 5 (b) and 5 (c), above
shall he made on the first day of the second month next following the date of the termination of
his/her employment, and the payment to be made to the Employee under paragraph 5 (a), above shall
be made on the first day of the second month next following the date on which the Employee shall
have reached the age of 60. The payments to be made to the designated beneficiary under the
provisions 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 in
its sole discretion to vary the manner and time of making all distributions provided in the
paragraphs above, and may make such distributions in lump sums or over a shorter or longer period
of time, as Lamar may find appropriate.




          (h) Payments to employees or their beneficiaries are considered wages, and are subject to
federal and state income tax, as well as FICA, which may be withheld when the funds are
distributed. In accordance with the Social Security Act, payments may also reduce social security
benefits 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 the
Employee, his/her designated beneficiary, executors or administrators, or any other person, to
receive payments thereof shall be forfeited if the employee is discharged for malfeasance or
wrongful conduct.



     7. Non-competition Agreement. (a) Employee agrees that continued employment by Lamar
will build an intangible asset of goodwill of value to Lamar. In consideration of the employment
of Employee by Lamar, of the expenses incurred by Lamar in the training of Employee, and of other
performance by Lamar, the Employee agrees that, for a period of two (2) years from termination of
employment 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 the
obligations 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 outdoor
advertising 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/she
performs or will perform services for Lamar, or (b) within a fifty (50) mile radius of any outdoor
advertising plant previously served by Employee in any capacity for Lamar. Employee acknowledges
that the remedy at law for any breach of this provision will be inadequate, and that Lamar, or its
assigns 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 separate
covenants, one for each county encompassed within the area described. Except for geographic
coverage, each such separate covenant shall be deemed identical in terms to the covenant contained
in the preceding paragraph. If, in any judicial proceeding, a court shall refuse to enforce any of
the separate covenants on the ground of unreasonable area, then this unenforceable covenant shall
be deemed eliminated from these provisions for the purpose of those proceedings to the extent
necessary to permit the remaining separate covenants to be




 









 








enforced. If, in any judicial proceeding, a court shall refuse to enforce any of the separate
covenants on the ground of unreasonable time, then the time of non-competition shall be reduced to
a reasonable time.




          (c) Employee has carefully read the provisions of this paragraph and agrees that the time
period and geographical area of restriction are fair and reasonable and are necessary for the
protection 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 or
site 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 or
for any of its affiliated partnerships or corporations, nor will Employee offer to hire, or in fact
employ or enter into any partnership, corporation or other business relationship, directly or
indirectly, any of the employees, managers, or independent contractors of Lamar, of the outdoor
advertising plant managed by Employee at the time of termination, or of any other outdoor
advertising plant previously managed or served by Employee for Lamar, or any of its affiliated
partnerships 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 outdoor
advertising plant managed by Employee will be damaged significantly should such customers be
solicited or employees hired by Employee, and, further, as an amount arrived at in good faith by
both parties on the date of this Agreement and estimated to reasonably compensate Lamar of the
monetary loss which Lamar sustains, Employee agrees to pay to Lamar or its assigns twenty-five
thousand 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 the
payment 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 the
right 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 benefit
payment under the Retirement Plan after the earlier to occur of the first date for payment allowed
under the Plan, or after the Employee reaches the earliest retirement age under the
Plan.




          (c) Notwithstanding any other provision of law, this agreement does not create any right
title, or interest, which can be sold, assigned, transferred, or otherwise disposed of (including
by inheritance) by a spouse or former spouse.




     9. Incapacity. If Lamar shall find that any person to whom any payment is payable
under this Agreement is unable to care for his/her affairs because of illness or accident, or is a
minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed
guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or
a brother or sister, or to any person deemed by Lamar to have incurred expense for such person
otherwise entitled to payment, in such manner and proportions as Lamar may determine. Any such
payment shall be a complete discharge of the liabilities of Lamar under this Agreement.



 









 





     10. Not an Employment Agreement. Nothing contained herein shall be construed as
conferring upon the Employee the right to continue in the employ of Lamar as an executive or in any
other capacity.



     11. Not Compensation for Qualified Plan. Any deferred compensation payable under this
Agreement shall not be deemed salary or other compensation to the Employee for the purpose of
computing benefits to which he may be entitled under any pension plan or other arrangement of Lamar
for the benefit of its employees.



     12. Interpretation. Lamar shall have full power and authority to interpret, construe
and administer this Agreement and Lamar’s interpretations and construction thereof, and actions
thereunder, including any valuation of the Deferred Compensation Account, or the amount or
recipient of the payment to be made therefrom, shall be binding and conclusive on all persons for
all purposes. No employee of Lamar shall be liable to any person for any action taken or omitted
in connection with the interpretation and administration of this Agreement unless attributable to
his/her own willful misconduct or lack of good faith.



     13. Governing Law. This Agreement shall be construed in accordance with and governed
by the law of the State of Louisiana.



     In WITNESS WHEREOF, Lamar has caused this Agreement to be executed by its duly authorized
officers and Employee has hereunto set his/her hand and seal as of the date first above written.


	 	 	 	 	 
	 	LAMAR TEXAS LIMITED PARTNERSHIP

 	 
	 	By  	 	 
	 	 	Kevin P. Reilly, Jr. 	 
	 	 	 	 
	 




	 	 	 
	 
	 	 
	James R. McIlwain, Secretary
	 	 
	 
	 	 
	

	 	 
	

	 	Employee