exv10w1



 





Exhibit 10.1




LAMAR ADVERTISING COMPANY

Restricted Stock Agreement

(Non-Employee Directors)




	 	 	 	 	 
	Participant Name:

	 	 
	 	 
	 

	 	 	 	 





Lamar Advertising Company, a Delaware corporation (the “Company”), hereby grants to the Participant
named above (“you”) for services as a non-employee director of the Company the number of shares
(together with any additional shares of Stock issued on account of such shares by reason of stock
dividends, stock splits or recapitalizations, whether by merger, consolidation, combination,
exchange of shares or otherwise, the “Restricted Stock”) of Class A Common Stock, par value $0.001
per share (the “Stock”) of the Company set forth below on the terms of this Notice of Grant of
Restricted Stock and Agreement (this “Agreement”), subject to the provisions of the Lamar
Advertising Company 1996 Equity Incentive Plan, as amended from time to time (the “Plan”).




	 	 	 	 	 
	Date of grant (the “Grant Date”):

	 	 
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Number of shares:

	 	 
	 	 
	 

	 	 	 	 






The Restricted Stock will vest and become transferable on the following schedule:





___shares on the Grant Date




___additional shares on the last day of the one-year term of the
non-employee director in 20___(the business day prior to the Company’s 20___
Annual Meeting).



By your signature below, you agree with the Company to the terms of this Agreement.




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 
	Participant

	 	Date	 	 






********************




Alternative (for electronic award administration):




Participant’s Acceptance:



o I agree with the Company to the terms of this Agreement, and I intend my checking of the box
next to this statement to have the same force in all respects as my handwritten signature.




 









 





Terms of Restricted Stock




     1. Plan Incorporated by Reference. The provisions of the Plan are incorporated into
and made a part of this Agreement by this reference. Capitalized terms used and not otherwise
defined in this Agreement have the meanings given to them in the Plan. The Compensation Committee
of the Company’s Board of Director’s (the “Committee”) administers the Plan, and its determinations
regarding the interpretation and operation of the Plan and this Agreement are final and binding.
The Board may in its sole discretion at any time terminate or from time to time modify and amend
the Plan as provided therein. You may obtain a copy of the Plan without charge upon request to the
Company’s General Counsel.



     2. Restrictions. Except as provided in this Agreement, the Restricted Stock may not
be sold, assigned, transferred, pledged or otherwise encumbered until the lapse of such
restrictions as provided in Section 4.



     3. Rights as Stockholder. During the period that the restrictions under Section 2
remain in effect and unless and until such shares are forfeited before vesting, you shall be the
record owner of the shares of Restricted Stock and shall be entitled to all rights of ownership
with respect to such shares, including without limitation the right to vote the shares and to
receive any dividends thereon, subject to such restrictions.



     4. Vesting. The Restricted Stock will vest, and the restrictions of Section 2 will
lapse, while you are a director of the Company, for the respective numbers of shares and at the
times stated in the vesting schedule on the first page of this Agreement, subject to the other
terms hereof. You shall not earn any rights to the Restricted Stock except in conformity with such
schedule and until all other conditions that are required to be met in order for shares to vest
have been satisfied.



     5. Issuance of Stock. Each certificate issued for shares of Restricted Stock shall
be registered in your name and deposited by you, together with a stock power endorsed in blank,
with the Company and shall bear the following (or a similar) legend:




“The transferability of this certificate and the shares of stock represented hereby are
subject to the terms, conditions and restrictions (including forfeiture) contained in the
Lamar Advertising Company 1996 Equity Incentive Plan and an Agreement between the registered
owner and Lamar Advertising Company.”


Upon the termination of the restrictions of Section 2 as to any shares of Restricted Stock, the
Company shall, subject to Sections 7 and 9, issue to you or your legal representative certificates
without a legend for the shares of Restricted Stock as to which such restrictions have terminated.




     6. Forfeiture of Restricted Stock. Upon your resignation or removal as a director of
the Company for any reason the shares of Restricted Stock that are unvested as of the termination
date will be canceled for no value and converted to treasury stock of the Company.



     7. Withholding Taxes. You are responsible for any income or other tax liability
attributable to the Restricted Stock. It is a condition to the issuance of share certificates to
you upon vesting of the Restricted Stock that you shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect
to the vesting of the Restricted Stock no later than the date of the event creating the tax
liability. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind for your benefit. In the Committee’s discretion, the
minimum tax obligations required by law to be withheld with respect to the vesting of the
Restricted Stock may be paid in whole or in part in shares of Stock, including shares withheld from
issuance upon vesting of the Restricted Stock, valued at their Fair Market Value on the date of
withholding or delivery.



     8. Compliance with Law; Lock-Up Agreement. The Company shall not be obligated to issue
certificates for any shares of Restricted Stock unless the Company is satisfied that all
requirements of law or any applicable stock exchange in connection therewith (including without
limitation the effective registration or exemption of the issuance of such shares or other
securities under the Securities Act of 1933, as amended, and applicable state securities laws) have
been or will be complied with, and the Committee may impose any restrictions on your rights as it
shall deem necessary or advisable to comply with any such requirements. You further agree hereby
that, as a



2









 




condition to the issuance of share certificates upon vesting of the Restricted Stock, you will
enter into and perform any underwriter’s lock-up agreement requested by the Company from time to
time in connection with public offerings of the Company’s securities.




     9. Notice of Election Under Section 83(b). If you make an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, you must provide a copy of your election to
the Company within thirty days of filing it with the Internal Revenue Service.



     10. Corporate Events. The terms of the Restricted Stock may be changed without your
consent as provided in the Plan upon a change in control of, or certain other corporate events
affecting, the Company. Without limiting the foregoing, the number and kind of shares of
Restricted Stock may be changed, the vesting schedule may be accelerated, and the Company’s rights
with respect to the Restricted Stock may be assumed by another issuer.



     11. Amendment and Termination of this Agreement. This Agreement may be amended or
terminated by the Company with or without your consent, as permitted by the Plan.




3